Other Closing Documents definition
Examples of Other Closing Documents in a sentence
Each of the Other Closing Documents to which the Company is a party has been duly authorized by the Company, and, when executed and delivered by the Company at the Closing, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the Creditor and Enforceability Exceptions.
The covenants of the parties contained herein and the Other Closing Documents to be performed after the Closing Date shall survive the execution of this Agreement and the Closing Date.
Each reference in this Agreement and the Other Closing Documents to U.S. dollars (the "relevant currency") is of the essence.
The parties have made no representations or warranties other than those that are expressly set forth in this Agreement, any document delivered in connection herewith (including the certificate referred to in Section 3.3 hereof) and the Other Closing Documents.
The Company has full right, power and authority to enter into this Agreement and the Other Closing Documents to which the Company is a party, and perform its obligations hereunder and thereunder.
This Agreement (including the Schedules, Exhibits and Annexes hereto), together with the Other Closing Documents to which the parties hereto are parties, constitutes the entire agreement among the parties hereto and supersede all prior agreements and understandings, oral and written, among the parties hereto with respect to the subject matter hereof.
The representations and warranties in this Agreement and the Other Closing Documents shall in no event be affected by any investigation, inquiry or examination made for or on behalf of any party or be affected by the Knowledge of any officer, director, stockholder, employee, partner or agent of any party seeking indemnification hereunder or by the acceptance of any certificate or opinion from any third party.
Each of the Other Closing Documents shall have been executed and delivered, in escrow pending completion of the Closing, by the parties thereto in form and substance satisfactory to the Company.
The parties have made no representations or warranties other than those that are expressly set forth in this Agreement, any document delivered in connection herewith and the Other Closing Documents.
The Agreement and all other agreements, instruments and documents referred to therein or contemplated thereby, including but not limited to a Stock Pledge Agreement, Employment Agreements, Noncompetition Agreements, a Loan and Security Agreement and a Promissory Note (collectively, the "Other Closing Documents") were executed by the Sellers on March 18, 1999.